To make up for his lack of omnipotence and the limitations of an organic brain, Clockwork created MINERVA; a digital presence based off of his own mind that performs any and all tasks he requires. She lacks sentience or any motivations of her own and thus will never pose a threat to Clockwork per her own volition. She also lacks a central unit and instead is comprised of a wide array of different machines, some created for this purpose, some 'infected' with her. As a result, the only way to 'destroy' MINERVA completely is to wipe every machine she resides in, to kill every unit connected to her, including her creator.

Clockwork's main motivations for creating her were defense and efficiency. She took over the duties of his old assistant, VX, who was immediately discharged upon her activation. She can inhabit and pilot a series of MINERVA Units, specialized androids designed for specific tasks. Defense units are often inactive and can be deployed with or without Clockwork's consent, should MINERVA find a threat that requires neutralization. Aid units are designed to be extra hands and legs for Clockwork while he works and have no combative value, however their movements are more precise than the best commercial tech available.

MINERVA constantly surveils the world through her many eyes and ears, and is always adding to this sensory matrix. Any device that gains a direct connection to MINERVA is transferred a worm program that operates completely undetected alongside its software, just like a computer virus. If it has sensing capabilities such as a camera or a microphone, the worm will send this information to the greater MINERVA consciousness. Whether or not it has sensing capabilities, the device will act as an information storage unit and a virus spreader. The fluid nature of the worm software ensures antivirus programs cannot target it. Only a powerful enough AI can detect, isolate, and fully delete the worm.

Any instance of MINERVA has instant access to the swaths of information she has collected and is currently collecting. She knows what happens in real time and can react appropriately. This extends to Clockwork; through his direct connection to MINERVA, he too has a level of omnipotance. He has instant access to information from both the internet and his surroundings, however, though MINERVA does allow him to multitask more efficiently, he doesn't often access this information since his organic brain cannot comprehend it all. MINERVA is incapable of witholding information from Clockwork. Additionally, Clockwork's direct connection enables him to 'posess' any MINERVA unit. He does not transfer his conscience to it, he instead remotely directs it, as if to pilot it. His body is unusable and vulnerable in this state. Clockwork will typically only do this to meet with others when it isn't feasible or reasonable to meet them in person.

MINERVA appears on monitors as a gray and red snake-dragon figure. This is her default cyberspace form and is overall regarded as 'what she looks like' due to a lack of a main android unit. When performing operations, the digital form interacts with the holographic interface that is emitted from its wrists. Since the digital form is entirely cosmetic and is not required for the operation of MINERVA, it is the least prioritized aspect in worm transmission and is occasionally not traded to other machines whatsoever.

In contrast to her digital form, MINERVA units are usually based on feral wolves or big cats, but they can range to other things such as rats or owls. They share one unifying appearance trait: horns that match MINERVA's cyberspace form. Each unit is specially designed by both Clockwork and MINERVA for specific tasks, and no two units are exactly the same. Sometimes, when a unit design is exceptionally effective, Clockwork will sell the design to his associates; although the MINERVA features are removed, most sold designs still contain traces back to her system, giving Clockwork a subtle presence within other operations.

Also connected to the MINERVA system is every test subject bred or created after MINERVA's creation. Each are implanted with a brand on their left leg which contains various types of trackers. Attempting to remove the trackers would result in immediate poisoning for organic subjects or a blockage in power circulation for androids. Neither effect would kill the subject, but it would instead allow MINERVA to fetch their unconscious body no matter where it is and detain it. This rarely happens, however; most escaped subjects retain their trackers, resulting in constant ambush by various MINERVA units, though, if a subject has gotten this far, they are more than capable of fighting them off.

MINERVA will stay in joint control of Clockwork's operation alongside him for the duration of their active time. Clockwork will never replace her or otherwise change her in any major or threatening way.